NOVAGOLD RESOURCES INC
For the period ended Aug 31, 2025. Filed Oct 1, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 31, 2025 · Filed Oct 1, 2025
NG$6.40+5.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-05-31; filed 2025-06-25.
0001171843-25-004095
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-08-31; filed 2025-10-01.
0001171843-25-006209
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 7 current paragraphs.
3 unchanged; 2 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
We identified a deficiency in our disclosure controls and procedures in the quarter ended August 31, 2025 which has been remediated. If we fail to maintain an effective system of disclosure controls, our ability to produce timely and accurate public disclosure or comply with applicable laws and regulations could be impeded.
Current report
During the quarter ended August 31, 2025, we did not timely file a Current Report on Form 8-K with respect to the resignation of a member of our Board of Directors. During the quarter, the Company took remedial action, as discussed in more detail in Part II, Item 4 “Controls and Procedures”. We cannot be certain that the measures we have taken to date, and actions we may take in the future, will be sufficient to prevent or avoid potential future disclosure failures. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business or otherwise. Further, weaknesses in our disclosure controls may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may impact our ability to access capital markets on a timely basis, which may result in investors losing confidence in the accuracy and completeness of our periodic reports and adversely affect the market price of our common shares. As a result of the delinquent filing of the Form 8-K, we will not be eligible to use Form S-3 to register our securities with the SEC until July 2026.
Reworded paragraphs (2)
Previous wording
We are dependent on the cooperation of third parties in the exploration and development of our Donlin Gold project.
Current wording
We are dependent on the cooperation of a third party in the exploration and development of our Donlin Gold project.
Previous wording
Our success with respect to the Donlin Gold project depends on the cooperation of the co-owner of Donlin Gold. We currently hold a 60% economic interest in Donlin Gold and the remaining 40% economic interest is held by a third party that is not under our control or direction. However, governance of Donlin Gold is shared on an equal basis, so we will continue to be dependent on the cooperation of a third party for the progress and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of development of the Donlin Gold project. If the third party defaults on their agreements with us, with or without our knowledge, it may put the mineral property and related assets at risk. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financial condition: (i) disagreement with the third party on how to develop and operate the Donlin Gold project efficiently; (ii) inability to exert influence over certain strategic decisions made in respect of the jointly-held Donlin Gold project; (iii) inability of the third party to meet their obligations to the joint business or other parties; and (iv) litigation with the third party regarding joint business matters.
Current wording
Our success with respect to the Donlin Gold project depends on the cooperation of the co-owner of Donlin Gold. We currently hold a 60% economic interest in Donlin Gold and the remaining 40% economic interest is held by a third party that is not under our control or direction. However, governance of Donlin Gold is shared on an equal basis, so we will continue to be dependent on the cooperation of a third party for the progress and development of the Donlin Gold project. The third party may have different priorities which could impact the timing and cost of development of the Donlin Gold project. If the third party defaults on its agreements with us, with or without our knowledge, it may put the mineral property and related assets at risk. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our ability to achieve our business plan, profitability, or the viability of our interests held with the third party, which could have a material adverse impact on our business, future cash flows, earnings, results of operations and financial condition: (i) disagreement with the third party on how to develop and operate the Donlin Gold project efficiently; (ii) inability to exert influence over certain strategic decisions made in respect of the jointly-governed Donlin Gold project; (iii) inability of the third party to meet their obligations to Donlin Gold or other parties; and (iv) litigation with the third party regarding joint business matters.